Common use of Protection of Licensed Property Clause in Contracts

Protection of Licensed Property. (a) Licensee shall use commercially reasonable efforts to inform Licensor promptly of any possible infringement, or of any passing off or unfair competition affecting any of the Licensed Property that comes to the attention of Licensee's management. Further, Licensee agrees to fully cooperate and assist Licensor as is reasonably necessary and at Licensor's expense, in the protection and defense of any of Licensor's rights in the Licensed Property, in the filing and prosecution of any trademark, trade dress, service xxxx, trade name, copyright, domain name, industrial model or design application, registration, renewal and the like, in the recording of this Agreement or any other relevant agreements, including registered user agreements, and in the doing of any other act with respect to the Licensed Property, including the prevention of the use thereof by any unauthorized person. (b) Licensor deems the Licensed Property to be extremely valuable. Licensor shall have the sole right to determine whether or not any action shall be taken on account of any infringement, passing off or unfair competition activities or other enforcement of Licensor's rights in the Licensed Property. If Licensor so desires it may prosecute any actions, claims, lawsuits or proceedings in its own name or join Licensee as a party thereto, all at Licensor's expense. Licensor shall be entitled to recover any and all sums of money awarded and materials delivered up as a result of such actions, claims, lawsuits or proceedings. (c) Licensee shall not, and shall not be required, to institute any lawsuit or take any action against any third party on account of any actual or alleged infringement, passing off or unfair competition relating to the Licensed Property, and Licensee shall not have any right or claim against Licensor for Licensor's failure to enforce its rights in the Licensed Property or failure to prosecute any actual or alleged infringement, passing off or unfair competition by others in relation to the Licensed Property. Notwithstanding the foregoing, if, after Licensor is advised and has a reasonable opportunity to investigate and attempt to resolve an instance of actual or alleged infringement, passing off or unfair competition, yet Licensor determines not to institute any lawsuit or take any further action or because, in Licensor's reasonable opinion, the same are unwarranted or of no avail, Licensee may institute a lawsuit or take any action, solely in its own name, to remedy the actual or alleged infringement, passing off or unfair competition. As a prerequisite to instituting such a lawsuit and taking any such actions, Licensee shall deliver to Licensor a duly executed guarantee from Global Sports providing that Global Sports agrees to and shall pay any and all costs, expenses and damages, including attorneys' fees, expert fees and all court costs incurred by Licensee and by Licensor (including Licensor's internal costs) in the matter. Licensee agrees to keep Licensor fully informed regarding all such lawsuits and actions, and to obtain Licensor's prior written approval of any proposed settlement that affects the Licensed Property or Licensor's interest in the Licensed Property. Licensee shall apply any costs, fees, damages or other sums recovered in any such action or lawsuit to reimburse the amounts Licensee or Global has expended in the action or lawsuit. Once Licensee or Global has been fully reimbursed, the balance shall be delivered as determined by the court.

Protection of Licensed Property. (a) Licensee A party promptly shall use commercially reasonable efforts to inform Licensor promptly notify the other of any possible infringement, assertion that the manufacture and sale in the Territory of one or of any passing off more items comprising the Licensed Articles or unfair competition affecting any use of the Licensed Property hereunder allegedly infringes the rights of a third party and will consult to determine the course of action to be followed in response to said assertion. Licensor does not undertake and shall have no obligation, but nevertheless shall be entitled, to defend any lawsuit brought for alleged infringement of trademarks or copyrights owned by a third party or unfair competition with a third party when the basis of the claim is related to Licensee’s use of the Licensed Property provided that comes this shall not abrogate or impair Licensor’s obligation to indemnify Licensee in accordance with Section 11(b) hereof. In the attention of Licensee's management. Furtherevent Licensor elects to defend such a lawsuit, Licensee agrees to fully cooperate and assist Licensor as is reasonably necessary and at Licensor's expense, ’s expense Licensee shall cooperate in the protection and defense of any third party claim based upon infringement or other violation of that third party’s intellectual property rights to the extent that such a claim asserts that activities under this Agreement violated that third party’s rights. Without limiting the foregoing, Licensee’s cooperation shall include (i) making available to Licensor such documents and/or witnesses as may be within the control of Licensee; (ii) making available to Licensor at reasonable times and for reasonable periods such of Licensee’s personnel as may be helpful in identifying defenses and counterclaims in any such action; (iii) through Licensee’s counsel, aiding Licensor and its counsel in identifying, developing and presenting all such defenses and counterclaims; and (iv) if requested by Licensor, joining with Licensor as a party in the lawsuit. Licensor in its sole discretion shall be entitled to settle any such lawsuit in any manner which, in Licensor’s sole judgment, is appropriate provided that the costs associated with any such settlement shall be paid solely by Licensor; and Licensee reasonably shall cooperate and comply with such acts as shall be required of Licensee to accomplish settlement. In the event that in Licensee’s reasonable judgment the proposed settlement materially shall impair Licensee’s performance under this Agreement, or impose such additional royalty or capital or operational costs or expenses that Licensee shall determine that performance under this Agreement shall no longer be commercially practical, Licensee may condition its participation in the settlement upon Licensor’s agreeing to terminate this Agreement and the right and license granted hereunder with respect to all or some of the Licensed Articles. (b) If Licensee learns of any use by any person of a trademark similar to the Licensed Marks, or of a design similar to the Licensed Designs, it promptly shall notify Licensor and, if requested by Licensor, shall join with Licensor at Licensor’s expense in such action as Licensor in its discretion may deem advisable for the protection of Licensor's rights in the Licensed Property, in the filing and prosecution ’s rights. The proceeds of any trademark, trade dress, service xxxx, trade name, copyright, domain name, industrial model settlement of or design application, registration, renewal and the like, in the recording of this Agreement or recovery from any other relevant agreements, including registered user agreements, and in the doing of such action shall belong entirely to Licensor. Licensee shall have no right to take any other act action with respect to the Licensed Property, including the prevention of the use thereof by any unauthorized person. (b) Licensor deems the Licensed Property to be extremely valuable. Licensor shall have the sole right to determine whether or not any action shall be taken on account of any infringement, passing off or unfair competition activities or other enforcement of without Licensor's rights in the Licensed Property. If Licensor so desires it may prosecute any actions, claims, lawsuits or proceedings in its own name or join Licensee as a party thereto, all at Licensor's expense. Licensor shall be entitled to recover any and all sums of money awarded and materials delivered up as a result of such actions, claims, lawsuits or proceedings. (c) Licensee shall not, and shall not be required, to institute any lawsuit or take any action against any third party on account of any actual or alleged infringement, passing off or unfair competition relating to the Licensed Property, and Licensee shall not have any right or claim against Licensor for Licensor's failure to enforce its rights in the Licensed Property or failure to prosecute any actual or alleged infringement, passing off or unfair competition by others in relation to the Licensed Property. Notwithstanding the foregoing, if, after Licensor is advised and has a reasonable opportunity to investigate and attempt to resolve an instance of actual or alleged infringement, passing off or unfair competition, yet Licensor determines not to institute any lawsuit or take any further action or because, in Licensor's reasonable opinion, the same are unwarranted or of no avail, Licensee may institute a lawsuit or take any action, solely in its own name, to remedy the actual or alleged infringement, passing off or unfair competition. As a prerequisite to instituting such a lawsuit and taking any such actions, Licensee shall deliver to Licensor a duly executed guarantee from Global Sports providing that Global Sports agrees to and shall pay any and all costs, expenses and damages, including attorneys' fees, expert fees and all court costs incurred by Licensee and by Licensor (including Licensor's internal costs) in the matter. Licensee agrees to keep Licensor fully informed regarding all such lawsuits and actions, and to obtain Licensor's ’s prior written approval of any proposed settlement that affects the Licensed Property or Licensor's interest in the Licensed Property. Licensee shall apply any costs, fees, damages or other sums recovered in any such action or lawsuit to reimburse the amounts Licensee or Global has expended in the action or lawsuit. Once Licensee or Global has been fully reimbursed, the balance shall be delivered as determined by the courtapproval.